John Croft, Non-Executive Chairman
Mr. Croft is an experienced director of Alternative Investment Market ("AIM")-quoted companies and has previously worked in executive and non-executive capacities with a number of fast growth companies in the technology and financial services sectors. He is also currently Non-Executive Chairman of Goal Group Limited, a leading class action service provider and tax reclamation services specialist, and Non-Executive Director of Golden Rock Global PLC, a company listed on the standard listing of the London Stock Exchange. He previously held senior director level positions in Racal Electronics and NCR Corporation, following an early career in banking with HSBC and Grindlays Bank.
Viscount Hugh Trenchard, Non-Executive Director
Viscount Trenchard began his career at Kleinwort Benson in 1973 and has more than 40 years' experience in investment banking, including 35 years of involvement with Japan and 12 of them as a resident. He ran Kleinwort Benson's Japanese operations for 11 years, and was Head of Japanese Investment Banking with Robert Fleming & Co. Limited, before working with Mizuho International plc for 6 years. He served as a Senior Adviser for Japan and Korea to Prudential Financial, Inc. from 2002 to 2008.
He is also currently Chairman of the investment company Stratton Street PCC Limited, whose funds include the Renminbi Bond Fund managed by Stratton Street Capital LLP. He has also been a consultant to Simon Robertson Associates LLP since March 2013.
Lord Trenchard is a member of the House of Lords and a Vice-Chairman of the British-Japanese Parliamentary Group.
Ernest Wong Yiu Kit, Non-Executive Director
Mr. Wong has over 20 years of experience in venture capital, corporate finance, business development, legal, IT, financial and general management. Presently, he is the President and Group CFO of KVB Kunlun Holdings Limited which is the holding company of a listed financials services group in Hong Kong. He is also the independent Non-Executive Director and the Chairman of the audit committee of Renheng Enterprise Holdings Limited and E-Rental Car Co Limited, both are listed in the Main Board of Hong Kong Stock Exchange. He served as Executive Director and the CFO of China Private Equity Investment Holdings Limited (the former Adamas Finance Asia Limited) till February 2014 and October 2011 respectively. Prior to that, he was the CFO of ASTRI ( the technology development flagship of Hong Kong Government) and the Vice President of Vertex Management (one of the largest Singapore Venture Capital firms). He also worked for Guangdong Investment Ltd, Transpac Capital and Anderson Consulting. He has a BBA (University of Hong Kong) and a MSc in investment management (University of Science & Technology, Hong Kong) and a MSc in Electronic Engineering (Chinese University of Hong Kong). Mr. Wong’s professional qualifications include: FCCA, FCPA, CFA, ACA and MHKSI.
Dr. Lee George Lam, Non-Executive Director
Dr. Lee George Lam is the Chairman of Hong Kong Cyberport Management Company Limited and the Non-Executive Chairman of Macquarie Bank's Infrastructure and Real Assets business in the Hong Kong and ASEAN region. He is also a Member of the Hong Kong Special Administrative Region Government's Committee on Innovation, Technology and Re-Industrialization, the Hong Kong Council on Smoking and Health, the Council on Professional Conduct in Education (CPC), and the Court of the City University of Hong Kong. Currently, Dr. Lam serves as the Vice Chairman of the United Nations Economic and Social Commission for Asia and the Pacific (UNESCAP) Business Advisory Council and Chairman of its Task Force on Banking and Finance. Furthermore, he is the Chairman of the Permanent Commission on Economic and Financial Issues for the World Union of Small and Medium Enterprises (WUSME).
Dr. Lam also maintains a keen interest in developing business links across the Asia-Pacific region. To this end, he is a Board Member of the Chinese General Chamber of Commerce of Hong Kong, a Board Member of the Australian Chamber of Commerce in Hong Kong and Macau, a founding Board Member and the Honorary Treasurer of the Hong Kong-Vietnam Chamber of Commerce, Vice Chairman of the Hong Kong-Myanmar Chamber of Commerce, a Founding Member of the Hong Kong-Korea Business Council, and finally, a Member of the Hong Kong-Thailand Business Council.
Dr. Lam is a Solicitor of the High Court of Hong Kong, a Fellow of the Hong Kong Institute of Arbitrators and the Hong Kong Institute of Directors, an Honorary Fellow of CPA Australia and a Fellow of CMA Australia.
Key Personnel of the Investment Manager
Harmony Capital Investors Limited
Mr. Suresh Withana is a Co-Founder and Managing Partner of Harmony Capital Investors Limited. Prior to founding Harmony Capital Investors Limited, he was most recently Global Head of Special Situations and Co-Head of Asia at Tikehau Capital, the listed investment management company with approximately €10 billion in assets. Previously he was the Co-Founder and Chief Investment Officer at Harmony Capital Partners which was a fund in Asian special situations investments. Prior to that, he was a Director of the Global Special Situations Group at Mizuho International Plc in London and Vice President of Investment Banking at Merrill Lynch International. In total, he has accumulated 24 years of experience, including over 13 years of special situations investing primarily focused on Asia.
The Board, the Investment Manager and Board Committees
The Board is responsible for reviewing and approving the Company’s Investing Policy and for monitoring the performance of Harmony Capital Investors Limited in the performance of its obligations under the Services Agreement. The Company intends to hold board meetings as required and not less than six times annually. The Board does not intend to constitute committees for audit, remuneration and nomination at the present time given there are only four Directors currently appointed to the Board. The Directors will absent themselves, at the appropriate time, from discussions on matters directly affecting their remuneration and responsibility for those tasks normally undertaken by the audit and nomination committees will be shared between the Directors. As further Directors are appointed to the Board, it is the intention of the Company to constitute these committees.
The Board of Adamas Finance Asia Limited has decided to apply the Quoted Companies Alliance Corporate Governance Code (the QCA Code). The QCA Code is a pragmatic and practical corporate governance tool which adopts a proportionate, principles-based approach which the Board believes will enable the explanation of how the Company applies the QCA Code and its overall corporate governance arrangements. The QCA Code is constructed around 10 broad principles which are set out below together with an explanation of how the Company complies with each principle, and where it does not do so, an explanation for that.
As suggested by the QCA, our Chairman, John Croft makes the following statement in relation to corporate governance:
“As Chairman of the Company I lead our wholly Non-Executive Board of Directors and have primary responsibility for ensuring that the Company meets the standards of corporate governance expected of an AIM investing company of our size. Our over-arching role as a Board is to monitor the Company’s progress with its investing policy and to ensure that it is being properly pursued. In pursuing that strategy, our second key focus is to supervise, manage and objectively assess the performance of our Investment Manager, Harmony Capital Investors Limited. Given there is no executive team in the Company and no other employees, this relationship is critically important in terms of delivering value to our shareholders.
We set out below how we as a Board seek to apply the QCA Code, bearing in mind the particular nature of the Company and its business. Being an investing company means we are naturally focused on investment strategy and deploying our cash resources in the most efficient way to produce returns for shareholders in the medium to long term, balancing the potential risks and rewards of each investment which our Investment Manager proposes. We have a rigorous investment process including third party legal, commercial and financial due diligence, site visits, management meetings and independent valuations where relevant. The output of this work is consolidated and presented to the Board by the Investment Manager in high quality investment presentations which are reviewed and discussed at length at investment board meetings. We are not a large corporate with multiple stakeholders and, as noted above, our Board is fully non-executive. We therefore intend to take a pragmatic approach to governance structures and processes and whilst retaining a high performance culture at Board level, adopt policies and procedures which we think are appropriate to an investing company on AIM.
No significant governance related matters have occurred in the last 12 months, save for the appointment to the Board of a fourth Non-Executive Director, Dr George Lam.”